SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED]
For fiscal year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED]
Commission file number : 1-13536
A. Full title of the plan and the address of the
plan, if different from that of the issuer named below:
Broadway Stores, Inc. 401(K) Savings & Investment Plan.
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
Federated Department Stores, Inc.
151 West 34th Street
New York, New York 10001
and
7 West Seventh Street
Cincinnati, Ohio 45202
BROADWAY STORES, INC.
401(K) SAVINGS & INVESTMENT PLAN
Financial Statements and Schedules
December 31, 1995 and 1994
With Independent Auditors' Report Thereon
BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT PLAN
December 31, 1995 and 1994
Index
Independent Auditors' Report
Statements of Net Assets Available for Benefits, with Fund Information -
December 31, 1995 and 1994
Statements of Changes in Net Assets Available for Benefits,
with Fund Information -
December 31, 1995 and 1994
Notes to Financial Statements
Supplementary Financial Schedules:
Schedule
Schedule of Investments - December 31, 1995 1
Schedule of Reportable Transactions - Year Ended
December 31, 1995 2
Independent Auditors' Report
Pension and Profit Sharing Committee
Federated Department Stores, Inc.
Broadway Stores, Inc. 401(K) Savings & Investment Plan
We have audited the accompanying statement of net assets
available for benefits of the Broadway Stores, Inc. 401(K) &
Investment Plan as of December 31, 1995, and the related
statement of changes in net assets available for benefits
for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based
on our audit. The accompanying financial statements of the
Broadway Stores, Inc. 401(K) Savings & Investment Plan as of
December 31, 1994 and for the year then ended were audited
by other auditors whose report thereon dated June 23, 1995
expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the 1995 financial statements referred to
above present fairly, in all material respects, the net
assets available for benefits of the Plan as of December 31,
1995 and the changes in net assets available for benefits
for the year then ended in conformity with generally
accepted accounting principles.
Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
supplemental schedules of Investments and Reportable
Transactions are presented for the purpose of additional
analysis and are not a required part of the basic financial
statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The Fund Information in the
statements of net assets available for benefits and the
statements of changes in net assets available for benefits
is presented for purposes of additional analysis rather than
to present the net assets available for benefits and changes
in net assets available for benefits of each fund. The
supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
KPMG Peat Marwick LLP
Cincinnati, Ohio
June 24, 1996
<TABLE>
BROADWAY STORES, INC. 401 (K) SAVINGS & INVESTMENT PLAN
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1995
<CAPTION>
Neiman
Marcus
Company Broadway Group
Money Market Bond Equity Common Preferred Common
Fund Fund Fund Stock Stock Stock Total
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Common/collective trusts $ 20,497,014 $ 2,997,959 $ 6,976,209 $ 513 $ 7,220 $ 13,582 $ 30,492,497
Corporate stock - preferred - - - - 64,312 - 64,312
Corporate stock - common - - - 3,626,921 - 6,188,561 9,815,482
Total investments 20,497,014 2,997,959 6,976,209 3,627,434 71,532 6,202,143 40,372,291
Receivables:
Employer contributions - - - 410,871 - - 410,871
Due from (to) other funds (64,644) 17,067 44,621 2,956 - - -
Interest and dividends 105,125 1 4 9,509 35 56 114,730
Total receivables 40,481 17,068 44,625 423,336 35 56 525,601
Total assets 20,537,495 3,015,027 7,020,834 4,050,770 71,567 6,202,199 40,897,892
Liabilities:
Trustee and management fees
payable 7,740 1,024 2,845 - - - 11,609
Net assets available for benefits $ 20,529,755 $ 3,014,003 $ 7,017,989 $ 4,050,770 $ 71,567 $ 6,202,199 $ 40,886,283
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
(Continued)
BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1994
<CAPTION>
Neiman
Marcus
Company Broadway Group
Money Market Bond Equity Common Preferred Common
Fund Fund Fund Stock Stock Stock Total
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Common/collective trusts $ 22,141,380 $ 2,575,961 $ 4,434,266 $ 6,798 $ 7,906 $ 28,072 $29,194,383
Corporate stock - preferred - - - - 1,005,699 - 1,005,699
Corporate stock - common - - - 3,884,545 - 4,832,055 8,716,600
Total investments 22,141,380 2,575,961 4,434,266 3,891,343 1,013,605 4,860,127 38,916,682
Receivables:
Employer contributions - - - 507,002 - - 507,002
Other - - - 33 1,361 77 1,471
Total receivables - - - 507,035 1,361 77 508,473
Total assets 22,141,380 2,575,961 4,434,266 4,398,378 1,014,966 4,860,204 39,425,155
Liabilities:
Trustee and management fees
payable 8,399 886 1,797 - - - 11,082
Net assets available for benefits $ 22,132,981 $ 2,575,075 $ 4,432,469 $ 4,398,378 $ 1,014,966 $ 4,860,204 $39,414,073
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN
Statement of Changes In Net Assets Available for Benefits,
with Fund Information
Year Ended December 31, 1995
<CAPTION>
Neiman
Marcus
Company Broadway Group
Money Market Bond Equity Common Preferred Common
Fund Fund Fund Stock Stock Stock Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Net investment income (loss):
Net appreciation (depreciation)
in fair value of investments $ - $ 466,165 $ 1,787,250 $ (169,024) $ (895,668) $ 2,789,418 $ 3,978,141
Interest and dividends 1,311,382 14 41 (17) 7 17,872 1,329,299
Net investment income (loss) 1,311,382 466,179 1,787,291 (169,041) (895,661) 2,807,290 5,307,440
Contributions:
Employee 1,019,266 437,022 1,055,618 104,808 - - 2,616,714
Employer - - - 410,871 - - 410,871
Total contributions 1,019,266 437,022 1,055,618 515,679 - - 3,027,585
Total additions 2,330,648 903,201 2,842,909 346,638 (895,661) 2,807,290 8,335,025
Deductions:
Distributions 4,633,031 463,376 931,470 271,049 18,559 470,175 6,787,660
Administrative expense (note 6) 48,596 7,512 19,047 - - - 75,155
Total deductions 4,681,627 470,888 950,517 271,049 18,559 470,175 6,862,815
Interfund transfers 747,753 6,615 693,128 (423,197) (29,179) (995,120) -
Net increase (decrease) (1,603,226) 438,928 2,585,520 (347,608) (943,399) 1,341,995 1,472,210
Net assets available for benefits:
Beginning of year 22,132,981 2,575,075 4,432,469 4,398,378 1,014,966 4,860,204 39,414,073
End of year $ 20,529,755 $ 3,014,003 $ 7,017,989 $ 4,050,770 $ 71,567 $ 6,202,199 $ 40,886,283
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
(Continued)
BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN
Statement of Changes In Net Assets Available for Benefits,
with Fund Information
Year Ended December 31, 1994
<CAPTION>
Neiman
Marcus
Company Broadway Group
Money Market Bond Equity Common Preferred Common
Fund Fund Fund Stock Stock Stock Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Net investment income (loss):
Net appreciation (depreciation)
in fair value of investments $ 989,779 $ (76,571) $ 37,272 $ (997,090) $ (928,113) $(2,293,403) $ (3,268,126)
Interest and dividends - - - - - 82,406 82,406
Net investment income (loss) 989,779 (76,571) 37,272 (997,090) (928,113) (2,210,997) (3,185,720)
Contributions:
Employee 1,128,715 562,741 1,199,057 159,178 - - 3,049,691
Employer - - - 507,002 - - 507,002
Total contributions 1,128,715 562,741 1,199,057 666,180 - - 3,556,693
Total additions 2,118,494 486,170 1,236,329 (330,910) (928,113) (2,210,997) 370,973
Deductions -
Distributions 6,040,296 359,173 716,211 798,941 167,959 930,292 9,012,872
Transfers between funds 1,071,128 (39,452) 149,459 (501,917) (141,675) (537,543) -
Net increase (decrease) (2,850,674) 87,545 669,577 (1,631,768) (1,237,747) (3,678,832) (8,641,899)
Net assets available for benefits:
Beginning of year 24,983,655 2,487,530 3,762,892 6,030,146 2,252,713 8,539,036 48,055,972
End of year $ 22,132,981 $ 2,575,075 $ 4,432,469 $ 4,398,378 $ 1,014,966 $ 4,860,204 $ 39,414,073
The accompanying notes are an integral part of these financial statements.
</TABLE>
(Continued)
BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN
Notes to Financial Statements
December 31, 1995 and 1994
1. Description of the Plan
The following brief description of the Broadway Stores, Inc.
401(K) Savings & Investment Plan (the "Plan") is provided for
general information purposes only. Participants should refer
to the Plan document for more complete information.
General
The Plan is sponsored by Broadway Stores, Inc. ("Broadway").
The Plan, which was amended and restated as of February 9,
1993, is a defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
All of the common stock of Broadway was acquired by Federated
Department Stores, Inc. ("Federated") on October 11, 1995
pursuant to a merger (the "First Merger") in which each
outstanding share of Broadway common stock was converted into
0.27 shares of Federated common stock and each outstanding
share of Broadway preferred stock was converted into one one-
thousandth of a share of new Broadway preferred stock. Each
one one-thousandth of an outstanding share of new Broadway
preferred stock was subsequently converted into $0.50 in cash
pursuant to a merger (the "Second Merger") on April 17, 1996.
In these notes and accompanying financial statements, the
"Company" refers to Broadway prior to the First Merger date
and to Federated subsequent to that date.
Eligibility and Vesting
Employees are generally eligible for participation in the Plan
after one year of service of at least 1,000 hours.
Participants are fully vested in the value of their
contributions at all times. Participants become vested in
their allocated share of employer contributions in 20%
increments after three years and become fully vested after
seven years of credited service or upon reaching normal
retirement age while employed.
Participant Accounts
Within limits set out in Section 401(K) of the Internal
Revenue Code ("the Code"), participants may elect to
contribute to the Plan between two and twelve percent of their
pre-tax compensation; provided, however, that if the employee
is a highly compensated employee for purposes of Section 414
(q) of the Code, contribution rates are limited to between two
and six percent of pre-tax compensation. The Plan provides
for participants to change the rate of contribution, suspend
contributions or resume contributions effective as of the
first paydate in the month following the election.
Participants' contributions and earnings thereon are fully
vested at all times; however, certain withdrawal restrictions
apply under the Code to contributions of participants
continuing in the service of the Company.
The Company matches contributions at a rate of 25% of the
participant's pretax contributions up to 6% of compensation
earned (subject to limitations for certain highly compensated
employees). Company matching contributions are invested in
shares of Company common stock. Matching contributions will
only be made if the participant is employed by the Company and
eligible to participate in the Plan on December 31 of the
applicable year.
(Continued)
BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN
Notes to Financial Statements - Continued
December 31, 1995 and 1994
2. Summary of Significant Accounting Policies
a) Basis of Presentation
The accompanying financial statements of the Plan are
prepared on the accrual basis of accounting.
b) Investments
Investments are reported at fair value as determined by
quoted market prices on an active market. Corporate bonds
are valued based on yields currently available on comparable
securities of issuers with similar credit ratings. The
investment in Broadway preferred stock (which was converted
to cash effective April 17, 1996 as described in Note 1) is
valued at estimated fair market value. Purchases and sales
of securities are recorded on a trade-date basis. Realized
gains and losses on the sale of securities are reported on
the average cost method. Cost for this purpose is
historical cost and, in the case of Federated common stock
held by the Plan, reflects the historical cost of the
Broadway common stock that was converted into Federated
common stock pursuant to the First Merger.
Dividend income is recorded on the ex-dividend date. Income
from other investments is recorded as earned on an accrual
basis.
c) Obligations to Withdrawing Participants
Net assets available for benefits include $831,634 and
$1,171,099 for amounts owing to withdrawing participants as
of December 31, 1995 and 1994, respectively. These amounts
are reflected as liabilities on the Plan's Form 5500.
d) Employer Contribution Receivable
Employer contribution receivable of $410,871 and $507,002 at
December 31, 1995 and 1994, respectively represent the
Company matching contributions to be made to the Trust in
the form of cash to purchase shares of Company common
stock for the 1995 plan year and in the form of 69,691 newly
issued shares of Broadway common stock with a cost basis of
$7.275 per share for the 1994 plan year.
e) Use of estimates
The Plan administrator has made a number of estimates and
assumptions relating to the preparation of these financial
statements. Actual results could differ from these
estimates.
f) Reclassifications
Certain amounts in the 1994 financial statements have been
reclassified to conform with the current year presentation.
(Continued)
BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN
Notes to Financial Statements - Continued
December 31, 1995 and 1994
3. Investments
The Company is party to a trust agreement with the trustee
with respect to the operation of the Plan and the
establishment and management of the trust fund. The trustee
invests all contributions to the Plan among several investment
funds. The money market fund invests in highly liquid, short
maturity and high credit quality securities. The bond fund
invests principally in fixed income securities included in the
Lehman Brothers Aggregate Bond Index. The equity fund invests
principally in common stocks of those companies included in
the Standard & Poor's 500 Stock Price Index. The Company
common stock fund was invested in Broadway common stock prior
to the First Merger and in Federated common stock subsequent
to that date. No additional investments may be made in shares
of preferred stock or Neiman Marcus Group common stock. All
Company contributions are directed to the Company common stock
fund.
4. Plan Termination
Although the Company has not expressed an intent to terminate
the Plan, it may do so at any time. In the event the Plan is
terminated, the Company would have no further obligation to
make contributions, and all sums credited to individual
accounts (after expenses) would be distributed to
participants.
5. Federal Income Tax
The Plan obtained its latest determination letter on November
24, 1995 in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with applicable
requirements of the Code. While the plan has been amended
since receiving such determination letter, the Plan
administrator and the Plan's tax counsel believe that the Plan
is currently designed and being operated in compliance with
the applicable requirements of the Code. Therefore, no
provision for income taxes has been included in the Plan's
financial statements.
6. Administrative Expenses
Various expenses, such as investment management and trustee
fees, are paid by the Plan.
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the members of the Pension and Profit Sharing Committee (which is the
administrative committee for the Broadway Stores, Inc. 401(K) Savings
& Investment Plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
BROADWAY STORES, INC.
401(K) SAVINGS & INVESTMENT PLAN
Dated: July 1, 1996 By: /s/ John R. Sims
John R. Sims
Chairman of the Pension and Profit
Sharing Committee
<TABLE>
Schedule 1
BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN
Schedule of Investments
December 31, 1995
<CAPTION>
Market
Units Description Cost Value
<C> <S> <C> <C>
Bankers Trust
20,306,709.280 Pyramid Discretionary Cash Fund $20,306,709 $20,306,709
Bankers Trust
Pyramid Directed Account
211,619.350 Cash Fund 211,619 211,619
Federated Department Stores, Inc.
133,098.000 Common Stock 26,450,729(a) 3,626,921(b)
Broadway Stores, Inc.
411.600 Preferred Series A Stock 2,799,066(c) 64,313(d)
Neiman Marcus Group, Inc.
263,343.000 Common Stock 3,470,714 6,188,561
Bankers Trust Pyramid
5,051.688 Equity Index Fund 5,182,036 6,976,209
Bankers Trust Broad Market
1,693,972.600 Fixed Income Fund 2,571,537 2,997,959
___________ ___________
$60,992,410 $40,372,291
_______________
a) Reflects the historical cost of shares of Broadway common
stock that were converted into shares of Federated common stock,
at a ratio of 1.0 to 0.27, pursuant to the First Merger.
b) Reflects the market value, as of December 31, 1995, of
shares of Federated common stock into which shares of Broadway
common stock were converted pursuant to the First Merger.
c) Reflects the historical cost of shares of Broadway preferred
stock that were converted into shares of new Broadway preferred
stock, at a ratio of 1.0 to 0.001, pursuant to the First Merger.
Subsequent to December 31, 1995, all shares of new Broadway
preferred stock were converted, pursuant to the Second Merger,
into cash in an amount equal to $0.50 per one one-thousandth of a
share.
d) Reflects the estimated fair market value of the shares of
new Broadway preferred stock into which shares of Broadway
preferred stock were converted pursuant to the First Merger.
</TABLE>
<TABLE>
Schedule 2
BROADWAY STORES, INC. 401 (K) SAVINGS & INVESTMENT PLAN
Schedule of Reportable Transactions
Year Ended December 31, 1995
<CAPTION>
Proceeds Net Gain
Total From Cost of (Loss) on
Description of Asset Purchases Sales Sales Sales
<S> <C> <C> <C> <C>
Bankers Trust Co., N.A.
Pyramid Discretionary
Cash Fund $3,634,233 $5,367,648 $5,367,648 $ -
Bankers Trust Co., N.A.
Directed Account Cash
Fund 3,282,165 3,178,449 3,178,449 -
Bankers Trust Co., N.A.
Pyramid Equity Index Fund 1,906,213 1,151,512 946,275 205,237
Broadway Stores, Inc.
Common Stock 168,279 448,777 5,481,945 (5,033,168)
</TABLE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Federated Department Stores, Inc.
We consent to incorporation by reference in this Registration Statement
No. 33-88240 on Form S-8 of Federated Department Stores, Inc. of our
report dated June 24, 1996, relating to the statements of net assets
available for benefits of Broadway Stores, Inc. 401(K) Savings and
Investment Plan as of December 31, 1995, and the related statement
of changes in net assets available for benefits for the year then ended,
which report appears in the December 31, 1995 Annual Report on Form 11-K
of Broadway Stores, Inc. 401(K) Savings and Investment Plan.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Cincinnat, Ohio
June 27, 1996
